For All That Is Beautiful!
by Astronomia
Summary: On the planet earth, a catastrophic threat known as "Honkai" has plagued mankind since the beginning of civilization. With the birth of the Honkai, also came the start of an organization named MILLENNIUM. It's creation marked the beginning of an eternal war, as well as the official birth of supernatural soldiers known as Einherjar and Valkryja. But do they still have a chance? AU
1. Chapter 1: Outbreak

High above the chaotic streets of Domino, sat a small figure on the very top of one of the tallest buildings in the city. Perched on the edge of the roof of Kaiba Corp with only the safety bar preventing their demise via plummeting to the ground below, they swung their feet back and forth. In their hands was a pair of binoculars they were currently using to look through the streets, hoping to spot at least _something_ alive besides the occasional miserable looking stray dog or cat that made them want to just go down there and scoop the poor animals away from the danger ridden streets. But alas, they had a job to do and while using a pair of store bought binoculars were probably not the most practical thing to use to try to scope the entirety of a city, it was the easiest, safest, and consumed the least amount of energy that would likely be needed later.

After another sweep of what little they could see of the downtown district they sighed and stretched their arms far above their head, trying to work out the cramps in their shoulders. They narrowly avoided hitting their hands on the large circular robot that floated several feet in the air besides them, the robot simply cooing in response to the close call. The figure patted the side of the robot gently and set down the pair of binoculars, an idea hitting them so suddenly they might as well as had a light bulb flashing above their head.

"19C, do you have a program that would be able to scan the city and detect any living people? Like, not zombi-fied ones?"

 _"Zombi-fied?"_

The figure startled at the sudden voice in their head, nearly falling over if it hadn't been for the quick reflexes they had cultivated throughout their short sixteen years of life. While they had somewhat grown used to it since they had experienced and worked with 19C a few times in the past, it was still a bit shocking sometimes to experience a robot talking directly into your head.

Shaking their head, they huffed, "Sorry, not zombi-fied. Can you scan the city and see if there's anybody that _isn't_ infected by the Honkai virus?"

19C simply cooed once again in response, lightly rubbing it's metal body against the lone figure's hair. Several electronic beeps then rang in the air around them, and it was several minutes before a white light emitted from the lights in it's face (or at least, what the figure thought was the robot's face) and projected a large hologram map of Domino city in it's entirety. It was quite detailed, showing the exact names of each street as well as the amount of Honkai scattered throughout the city, their presence on the map being marked in the form of little red dots. Among them, there were only five white dots that signaled those unaffected by the Honkai virus, one of them being the lone figure themself.

 _"I detect five unaffected human organisms to the north, heading towards our current location."_

"Thank you!" The figure cheered and affectionately rubbed their cheek back against the cool metal of 19C's body, the chill being rather refreshing in the midst of the evening heat. It was quite a pleasant surprise to discover there was four survivors other than themself in the city, after all the current chance for a human being to have enough energy tolerance to resist being infected when exposed to Honkai energy, was around... 1 in 1 million. Having come across not one person, but _multiple_ people who happened to be apart of that chance, was like hitting the metaphorical genetic jackpot in one hit.

They were startled out of their thoughts when 19C emitted another series of sharp beeps and the holographic map before them went fuzzy and disappeared for several moments, before returning with slight changes compared to before. The four white dots from before were a little closer to their current location, but so were multiple smaller red ones and a large red one which was not far behind the rest.

 _"Large amounts of Honkai energy are rapidly closing in on the survivors,"_ 19C said, _"Shall we prepare for battle Master?"_

Said Master hummed thoughtfully and jumped to their feet, standing still on the ledge of the roof of KaibaCorp Tower. They adjusted the strap of their bag, before patting the holsters on their thighs, making sure everything was in order and prepared for an incidents in a confrontation. Once they had finished checking over everything in their inventory, they smiled to themself.

 _ **"Yep."**_

And with that, they leapt off the top of the building with unearthly grace, a large circular robot painted to look like a duel monster and heavy artillery attached to it's sides, following closely behind.

)-(

If there was one way Atem would have wanted to spend his afternoon, it would quite literally be anything other than running for his life to avoid getting torn apart by a large robotic-like beast that was roughly the size of a small house. He grit his teeth as he aimed a particularly large swing of his pipe at a group of what could only be described as zombies, knocking them all down, permanently, in order to create a path for those following close behind him. In the background he could hear the newscaster on the big screen plastered to the building behind them, her voice shaky and slightly panicked.

 _"Domino City had lost contact with the outside world this morning at 10 AM,"_ She said, _"The United Nations confirms that Domino City is plagued with the transmittable disease: BH."_

Ah, yes. 10 AM. The moment everything had turned into a complete and utter disaster.

Before that time, Atem's day hadn't actually started off all that bad, in fact it had been pretty nice compared to his first week in japan. His alarm clock, which he swore had some sort of otherworldly vendetta against his very existence, had gone off at the correct time instead of it's usual thirty minutes late routine. He had even managed to take a shower and eat breakfast in time, before heading to school which was a miracle considering he rarely ever managed to get the time to do both. By the time Atem had reached his classroom, he had been in one of the best moods he'd ever been in since he had moved to Japan.

Apparently it had showed, considering that multiple people had felt it safer to approach him than they had the week before. Among them had been Anzu and Ryou, who had been nothing but kind to him and had even offered to give him tutoring sometime if he struggled to catch up with the work. The offer was appreciated, but ultimately unneeded as back in Egypt he had already studied far beyond what their class was currently at - not by his own will of course.

After that, school had proceeded normally until the exact moment the hour hand on the clock hit 10 AM. Their usually punctual English teacher, Chono-sensei, had shown up on the school grounds bloodied and injured. She had been promptly escorted to the infirmary by the nurse's aid, Notori Miyumi, to assess if her wounds were serious. In the infirmary Chono-sensei then proceeded to maul the living hell out of both the nurse and poor Notori, and before everyone knew it, the Honkai energy Chono-sensei had been infected with had spread quickly to the rest of the school. Only four other people besides himself had been immune to the energy, and they had then promptly had to arm themselves and fight their way out of the high school.

Which lead Atem to his current situation in the downtown area of Domino City, only eight hours later.

He grunted in surprise when he felt a hand with a surprisingly strong iron grip yank him back towards it, and another wrap around his throat in an attempt to choke him. Atem gasped for air and weakly grabbed the offending hand, throwing the zombie over him and onto the ground. For good measure, he placed a well aimed swing of his pipe at the zombie's head and grimaced when blood splattered against his black and white sneakers. From experience, he knew that it would be a bit difficult to get those blood stains out.

"You okay buddy?" His friend nearby asked, running to his aid and taking down the few stragglers around them.

Atem rubbed his hand against his throat gently, wincing when pain laced through his being upon contact with the sore area. From how strong that zombie was, he knew there was very likely going to be bruises in the shape of fingerprints on his neck quite soon. "I'm fine Jounouchi-kun," Atem murmured, "It just managed to surprise me from behind."

Jounouchi grinned widely and patted Atem's back roughly, nearly knocking the smaller teen over and onto the ground, "Yeah, well, that's why you've got the rest of us to cover your back y'know?"

"Indeed," Atem smiled in response and looked behind them, searching for the rest of their small group. Three students were several feet behind him and Jounouchi, all holding weapons of their own that they had picked up along the way after they had escaped Domino High earlier that day. A tall brunette in a pink high school uniform lead the trio with a surprisingly fierce expression, in her hands was a bloodied _ko-naginata_ that she had pilfered from a nearby museum. Right next to her was an even taller boy with a peculiar shaped hairstyle in the form of a spike, carrying an old military pistol that he was currently reloading with a look of frustration on his face.

"What are you two doing?!" Anzu shrieked, her voice shrill and shaky with fear, "RUN!"

Atem simply nodded and grabbed Jounouchi by his arm and booked it down the street, narrowly avoiding the raining debris as a large white and pink accented robotic monster burst through a building just a block behind them, completely destroying everything in it's path. Jounouchi let out a high pitched scream as the ground beneath the small group shook, the monster charging towards them on it's thick legs that towered above them all.

Honda, stopped for a moment to try to shoot the beast and give the others more time to run but the bullets simply hit it's armor and it remained completely unaffected. If anything, it just seemed angrier than such a small and insignificant being had dared to try to shoot it and it roared loudly. Honda stared in horror before quickly jumping out of the way of a large leg that would've crushed him had he not reacted fast enough. He yelped and darted after the others, cursing the absolutely useless pistol that he had snagged.

"Bullets aren't effective on it!" He yelled.

"Nothing we have is effective on it, ya idiot!" Jounouchi yelled back, "When will this fucker just give up already?!"

Atem grunted in frustration and ignored the ache that was beginning to settle in his legs from the constant running they had been all doing for the past few hours. What Jounouchi had said was true, nothing they had tried with the weapons they had picked up earlier had any effect on the large beast and it was starting to wear them down. If they didn't think of something quick, it was very likely they all would end up crushed via Honkai monster.

He looked around quickly, trying to form a plan of escape in his head. The group was fast approaching Kaiba Corp tower, one of the tallest and most fortified buildings in Domino City and possibly abandoned due to the outbreak of the virus. If they managed to enter the building, they had a chance of escaping the Honkai beast entirely, or at least for a short period of time until it found a way in. Either way, it would give them enough time to recollect themselves and make a plan.

"Everyone, head towards Kaiba Corp! We can try and get away inside." Atem ordered, his voice firm and steady despite the shakiness of anxiety he felt in his chest. Trying to stop at the building and enter was taking a large risk that could possibly get them all killed, but he saw no other way if they didn't want to be worn down to the point of exhaustion and make themselves even easier prey.

"G-good idea!" Honda panted, wiping the sweat from his face and dodging a reaching zombie.

Anzu easily sliced through said zombie for him with the blade on her _ko-naginata_ , whimpering when she felt hot and sticky blood splatter onto her skirt. Atem felt sorry for the poor girl, despite having obviously held up a strong front because of the current situation at hand, he knew from experience that it was never easy in the beginning to kill something that strongly resembled a human being. She shook her head and then the fierce expression was back on her face as she raced towards the entrance to the Kaiba Corp building.

Jounouchi was the first one to get to the entrance, his air muscle sneakers skidding against the pavement as he came to a stop in front of the door. Atem followed close behind, and to their mutual horror the glass on the door was already smashed in, fragments littering the ground. Zombies were inside, some of them already on the ground with bullet wounds in their bodies and a few others buried under debris from collapsed walls, trying to get out from underneath the heavy items.

The rest of the group came to a stop behind them, silent in their terror as they realized they had to either fight their way through the Kaiba Corp building or they had to make a run for it and hope for the best. Either way, they were clearly backed up in a corner and currently the only outcome to the situation Atem could see was their imminent deaths either via being torn apart by Zombies or being crushed to death by a giant robotic beast.

Anzu frowned as the Honkai beast grew closer, the cement cracking beneath it. "What do we do now...?" She asked quietly, clearly at a loss like the others. She sounded like a scared child and while Atem hadn't known her for long, it hurt to hear her sound so afraid.

Jounouchi readied his bat and growled, the tremor in his hands betraying his strong facade, "I'll go down fightin! The rest of you should make a run for it."

It was an admirable way of thinking, Atem had to admit, but there wasn't any possibility that just Jounouchi would be enough to halt the beast - nor would even their combined might be enough. They were only four teenagers, and out of them he was the only one with any training when it came to Honkai, but training could only go so far when you didn't have any effective weapons at hand.

Anzu seemed to agree as she stomped her foot and shook her head, tears in her eyes, "No way! Jounouchi, we're not leaving you!"

"I agree with her man, you're my best friend and if we're dying _kamikaze_ style, then I'm going down with you." Honda said, a stern look on his face.

An argument broke out between the three and Atem frowned, glancing back at the monster that was only a meter away by now and seemed to be slowing down as if it was toying with the idea of their incoming death. He stood there for a moment staring it down as if challenging it to come for him, before a strange sound distracted him and the others from the situation at hand. A pair of binoculars fell onto the ground from above, shattering into little plastic pieces the moment it touched the pavement.

Atem looked up towards the top of Kaiba Corp tower, only for his heart to suddenly stop when he saw a small figure clad in black jumping off the roof and descend towards the ground at an alarming rate. Anzu, who had looked up towards the source of broken binoculars as well, screamed in horror and pulled Jounouchi and Atem away from what would be the assumed splatter zone of a soon to be deceased body.

"REMODELLED KURIBOH 19C!" The figure yelled, almost sounding as if he was enjoying his fall. For some reason, the voice sounded incredibly familiar to Atem and he found himself watching in wide eyed horror as the figure rapidly approached the ground.

Suddenly, what could only be described as a large circular robot with huge arms and a bad paint job meant to resemble a Kuriboh, quite literally appeared out of thin air behind the figure. The robot let out a loud roar and the moment both it and the figure grew close enough, it slammed the javelin it held in it's right green hand down onto the Honkai beast, emitting a large burst of light that obstructed everyone's vision and momentarily blinded the entire group of students.

Atem winced and blinked his eyes rapidly to clear the spots in his vision as Jounouchi and Honda made pained noises in the background, Anzu groaning soft curses and complaints about her eyes. The moment he was sure his vision was clear of spots and that there wasn't any fuzziness, Atem looked towards where the Honkai beast had been only moments ago, slightly expecting to find a bloodied body on the ground and another rampaging robot. Instead, he was greeted by the destroyed body of the Honkai beast and the boy from before gracefully landing on the ground in front of it like a guardian angel descending from the sky. The large robot, Kuriboh 19C, loomed over his small body protectively as he brushed himself off.

As the smoke cleared away and revealed their savior, Atem's widened in shock as he realized just exactly who had come to their aid. The very familiar sight of his best friend's gentle smile greeted him and he was surprised that he hadn't recognized him earlier despite the difference from his usual choice of fashion. After all, they shared the same peculiar hairstyle that drew attention from everyone around them.

As if voicing Atem's thoughts, Jounouchi shouted loudly from behind him, "Yugi?!"

"Jounouchi-kun?" Yugi looked at him in surprise before his expression brightened up considerably and he ran towards the taller boy, throwing his arms around his middle, "You're alive!"

Atem watched Jounouchi stumble backwards a few steps as he caught Yugi in his arms and hugged him back tightly, somewhat still in shock at the sight of his seemingly harmless best friend absolutely obliterate the very same monster that was about to kill them only moments earlier. Behind him hovered the large robot, the javelin in it's hand dispersing practically into thin air as it disappeared. It looked intimidating as hell, even with what looked to be a Kuriboh spray painted onto it's face.

Jounouchi laughed in complete astonishment as he stared up at it, "Buddy, I think the only reason why we're all alive right now is because you and your robot just wrecked the hell out of that thing."

Yugi's head perked up at the mention of there being others besides Jounouchi and he reluctantly moved away from Jounouchi to look over the rest of their small group of survivors, his gaze seeming to linger on Atem, his purple eyes becoming watery. "Honda-kun... Anzu... Atem... You're all alive..." he murmured.

"Indeed we are, mainly due to your actions." Atem smiled kindly at him, fighting back against his own urge to cry. As much as he wanted to run forward and pull Yugi into his arms, and collapse in a mess of tears and laughter due to the sheer happiness that filled him at the sight of his best friend alive, he couldn't afford to do so at the moment. Not only were they still all out in the open where another beast could find them, but he felt incredibly uncomfortable with displaying such an open act of emotion with people who he still wasn't quite close with.

"It was nothing much," Yugi said as he wiped his tears away, "Kuriboh 19C did all the work, I just helped."

"Okay, as much as I'm grateful to see you alive," Honda said, having seemingly finally recovered from his shock, "Can we have some answers?"

Anzu nodded in agreement, her face still pale from quite the fright she had received earlier. "As happy as I am to see you Yugi... I really just want to know what's going on. Especially like, five minutes before this I had no clue that you could just y'know... jump off buildings and destroy a monster taller than a building."

Her voice had gone slightly shrill at the end and Atem could see that she was losing her nerve just a bit, and he didn't blame her. Anzu had gone through quite a lot, being the one who initially had gathered the group together and the first one to find a weapon to fight back with. He patted her back awkwardly in an attempt to comfort her and Anzu shot him a thankful but exhausted look.

Yugi once again brushed the dirt off his shorts and his expression grew serious, "Of course, though we should get moving to a safe point before any more Honkai come along. It's a bit of a long explaination... so it would be better to explain along the way."

With that, he turned around and began to navigate gracefully through the wreckage of the Honkai beast, Kuriboh 19C following close behind him.


	2. Chapter 2: A Well Deserved Talk

**DOMINO CITY, CENTRAL, 4:00 PM**

Mai hummed as she looked at the greatly detailed water fountain before her, the water spouting from a stone cherub's cup as he held it up towards the sky. She took a sip of her wine from her glass as she watched the water arc and land in the fountain itself, her red lipstick staining the edge of the wine glass. The evening wind blew against her hair gently, making the curls in her up-do hairstyle sway ever so slightly. She sighed in bliss, "What beautiful scenery..."

And it truly was. The garden she stood in was absolutely stunning, with carefully maintained shrubbery that formed elaborate mazes, and exotic plants and flowers that decorated every pathway in such a way that one couldn't help but feel that they were on a journey through a flowery paradise. Mai would have to come here again sometime in the future, next time without that eyesore of a man at her side.

Said man stood next to her at the fountain, dressed nicely in a black tuxedo and a red bow tie that truly brought out the color of red in his hair. Akihiro (or was his name Akihisa?) smiled down at her, his greedy eyes roaming over her elegantly dressed figure and lingering on a few areas that made her temple throb in agitation and her eyes narrow. "No matter how beautiful the scenery is," He said, "It looks absolutely dull when you're present Miss Mai."

If Mai had heard such a line a few years ago into her teen years, she would've surely been swept off her feet and right into his bed. But she wasn't a naive teenager anymore, and she knew this type of man like the back of her hand, after all the world was full of womanizers and she had met a good portion of them in her travels. Mai smiled at him, something so fake and sweet that she wondered how one man could be so ignorant, "How sweet of you to say! Though, I'm well aware that my looks are better than any garden."

"A-ah yes, we-well of course..." Akihiro stuttered, very obviously at a loss as what to say in the face of Mai's confidence. He didn't even get the chance to try to pull her in with a different line as the area around them was suddenly flooded with a bright light, momentarily blinding the both of them. Mai merely blinked a few times to clear the spots in her vision, while Akihiro shielded his eyes with his arms and tried to block the light from blinding him further.

"What the hell is going on?!" He shouted. Mai rolled her eyes at him and looked up at the source of the bright light, a scowl on her face. Hovering fifty feet above them was a large airship that was roughly three hundred meters long in length with spot lights bigger than the average man shining down at the two, illuminating everything around them.

Mai clicked her tongue and then turned towards her date, roughly pushing him away and causing the man to skid across the ground with a loud groan. "Sorry sweetheart but we're gonna have to cut our date early," She said sweetly and smirked, "Though, I was already planning on it. You're not exactly my type."

All she received in response from him was another load groan and she sighed in disappointment, muttering under her breath about how weak some people were if they suffered that much from a measly push to the ribs. Of course, she wasn't any normal person either so maybe she could give him some credit for not passing out the moment he was knocked to the ground. As if voicing her thoughts an elegant and silky voice above her purred loudly, "You know, you could've been more gentle with him."

Mai looked up and was greeted by the sight of a sharply dressed woman with long red hair, clinging to the foothold of the airships ladder with one hand and the other outstretched towards her. Mai took hold of her hand and stepped onto a foothold below hers, letting her wine glass shatter on the concrete below as the ladder began to be pulled up towards the airship.

"I could've," She said smoothly, "But I didn't think he was worth holding back on, to be honest."

The woman let out a bark of laughter in reply, something resembling a raspy and shrill giggle that was both a bit horrifying but also so incredibly contagious in nature that Mai found herself letting out a few giggles of her own. "I guess he wasn't much of a date then," The woman snorted.

"Not really, but he was still a date nonetheless. Didn't I tell you before Harpae, that I didn't want to be disturbed when I'm on my off days?" Mai asked, an edge of irritation in her tone. She didn't get many days off due to the nature of her job, and when she did have them she enjoyed either staying home and playing gacha games or going out for a night in the town.

Harpae smiled, "I wasn't aware you could call hanging out with some spoiled rich college kid a date Miss Mai."

"You know, I could push you off this ladder and right onto the pavement."

"And I would just take you with me to hell," Harpae hummed innocently as the ladder finally stopped ascending and they reached the entrance to the large airship. The two carefully stepped on board and Harpae signaled for a coat to be brought forward by one of the many crew members that stood in formation to welcome the major. A mousy looking girl with short brown hair came forward with a stylistic coat and carefully wrapped it around Mai's shoulders, her cheeks turning bright red when the woman thanked her.

Mai watched the girl scuttle away with amusement on her face before she turned back towards Harpae, her expression turning stern. As much as she loved to mess around with her crew, it was time to get to work and figure what the hell was so important they had to yank her out of her free day. "Now," She said seriously, "What is going on?"

"Headquarters sent out an emergency notice about a large scale of destruction in Dice City," Harpae replied, "The level of destruction is similar to the incident that occurred fourteen years ago."

Fourteen years ago...? What was... Oh shit. Mai's eyes widened in realization and she was about to reply when Harpae held a slim finger to her lips to silence her. "I'm not finished," She said and lowered her voice to a whisper, "Mutou-sama also sent a private message about the issue."

Mai scowled, "That old man? What does he want?"

"Mutou-sama has informed us that his grandson is located in the city, and is currently searching for survivors. We are to rescue him and any survivors that he may have found while we are there, he implied several times that we are to do this part undetected." Harpae said, her watch emitting a holographic map of Dice city that had a specific location marked.

Mai took a moment to digest the information before she nodded and grinned, turning towards the crew members that were still in perfect formation. "Everyone get to your stations, head to our destination, Dice City!"

She couldn't help but feel a bit excited as she walked briskly towards the command hub, her gown trailing on the ground behind her. After all, it wasn't often that she got to reunite with her kid cousin who she hadn't seen since his toddler years, _and_ encounter the start of the third honkai impact.

* * *

 **HIGOKU APARTMENTS, DICE CITY, 9:35 PM**

Atem stared blankly at the ceiling, his hands folded on his chest as he listened to the soft sighs and loud snores coming from his friends that laid in sleeping bags not too far from him. If he listened carefully, he would be able to hear the sound of another in the other room, organizing supplies and the like as the rest slept peacefully, waiting for the sun to rise and with it - help to arrive. He knew he wouldn't be able to join any of them in sleep, even though he was just as tired as they were, his mind was just too uneasy to sleep.

He closed his eyes and tried to lull himself to sleep by counting the seconds between every time Jounouchi let out a particularly loud snore, but it didn't work. The events of earlier weighed too heavily on his mind, and he could feel his chest tighten in hurt at the mere thought of the reason, _why_ they weighed so heavily. Said reason was in the other room, putting together supplies, getting them ready for tomorrow, and talking to a grandfather Atem hadn't even known he had until three hours previously.

* * *

 _"So," Yugi said meekly as they walked down the damaged streets of Dice City, "I suppose I should start from the beginning?"_

 _The sight of Yugi looking so anxious, made Atem feel just as equally as nervous. It didn't dwell right with him to see someone usually so confident and friendly become so withdrawn and shy, but he understood. Everyone had their secrets, and whatever Yugi had kept to himself until this moment, it was considered important enough that he had hidden it for good reason._

 _He gently touched Yugi's shoulder and gave him a small smile of encouragement, something that even surprised himself, "If that's where you think would be the best place to start, then go ahead."_

 _Anzu nodded in agreement, "Whatever you need to tell us, we won't treat you any differently. I mean, you did just fly out of the sky and rip apart something that could've kill us, so I'm kind of just... rolling with the shots now, and accepting whatever."_

 _"Thank you," Yugi laughed, regaining his composure and smiling brightly. He placed his hand over Atem's for a second and squeezed gently before pulling away to carefully step over the remains of a zombie that they had killed earlier. Corpses littered the street and it was a bit horrifying to see how many zombies they had killed in their earlier efforts to get away from the Honkai Beast. Yugi, however, didn't seemed phased at all and simply stepped over them without so much as a flinch._

 _"Well, the first thing I should start off with I guess, is that my name isn't actually Naito Yugi." Yugi said cheerfully, patting Kuriboh 19C gently as it rubbed up against him like a large robotic kitten, "It's actually Mutou Yugi."_

 _Atem would admit, he was vaguely shocked but it explained a lot about Yugi's preference for people to call him by his first name rather than his surname, and the few incidences that occurred when people didn't; Like his sudden confusion in class sometimes or forgetting to respond to a teacher when she called on him... that could've also been because the older boy was often sleeping in class or had his head up in the clouds too. Though, Atem was sure he had heard that name before..._

 _"That's all? Man, I would've thought 'Yugi' would've been the fake name!" Jounouchi laughed before he coughed as he was sharply elbowed in the stomach by Anzu._

 _"Don't be rude!" She whispered sharply, glaring at him._

 _"Well, he's got a point," Honda said, "Though, the name Mutou does sound really familiar..."_

 _So it wasn't just Atem who had heard the name before._

 _Yugi smiled brightly before he stumbled slightly over another corpse and caught himself. He laughed weakly in embarrassment and then carefully stepped over it, "...You've probably heard of it before if you've looked into Millennium. To be honest, I don't know much about it myself, but I do know that my family helped establish it."_

 _Well, that explained where Atem had heard that name before. Millennium was one of the largest organizations in the world, and the name Mutou was strongly associated with it due to not only being one of the original backers of the organization, but also because they produced some of the strongest warriors in history to fight against the Honkai. He could remember that information being drilled in his head so strongly when he was younger, that he was surprised he had forgotten it._

 _"Wait, wait, WAIT A SECOND!" Jounouchi shouted so loudly that Atem winced as his ears started ringing, "Am I the only one freaking out here? I mean, I don't care at all that you haven't been usin' your real name, but your family owns an organization? Are you like, some crazy trained spy or something?"_

 _Atem had to admit, Jounouchi had a point. As much as he wanted to just roll with it as Honda and Anzu had been doing, he couldn't help but feel a much deeper sense of... betrayal, especially with Yugi being so nonchalant about the situation. He had come to trust Yugi quite a bit despite his inhibitions, and it was painful to learn that the person he had come to know and trust, could have just been a carefully fabricated persona._

 _"No! I'm not a trained spy or anything!" Yugi shouted, waving his hands wildly, "I just have lots of experience with Honkai because of travelling a lot with..."_

 _He trailed off momentarily as if he was in deep thought, and despite being upset with him Atem couldn't help but feel worried. He reached forward to gently take hold of Yugi's shoulder, only to be startled by Yugi's sudden change in expression as he stared at all of them with a fierce expression. "I know I haven't been truthful with who I am, and there isn't much reason why you should trust me," He said, his eyes lingering on Atem for a moment, "Especially with what I've told you but... my feelings for all of you have always been genuine."_

 _There was a moment of a stunned and heavy silence that for as short as it was, felt nothing but suffocating to Atem. The moment was quickly over when Jounouchi and Honda dived forward to pull Yugi into both a hug and a noogie, the shorter boy letting out a loud yelp of indignation as he was manhandled. Anzu rushed forward with them, and tried her best to envelop all of them into a group hug as Jounouchi grinned, "Don't get all emotional on me buddy, you'll make me cry!"_

 _"Urgh... Jounouchi-kun you're choking me..!" Yugi gasped as he tried to escape from Jounouchi and Honda's hold, flailing about wildly in such a way that it looked both a little sad and humorous._

 _Atem smiled at the sight and patiently waited as he watched the touching albiet humorous scene. As much as he wanted to join them, and he wanted to trust Yugi, he wasn't quite sure what to do._

* * *

After that, as they had walked to the safe point, Atem had found that he didn't know Yugi nearly as well as he thought he did. It wasn't surprising, considering that Yugi was a very private person similar to himself, but he still felt a sting of hurt running through him when he thought about the possibility of how much he _did_ know could all be lies. He knew it was hypocritical of him for being upset for a such a reason, especially with how tight lipped he was about his own past, but he couldn't help but feel upset and well, stupid for being upset in the first place.

He hated feeling pain like this. Physical pain he could deal with, but emotional pain was a whole other monster that he never wanted to face... Atem wished he could go back to being how he had been before he had met Yugi in Dice City while on the run, before he had went into the rehabilitation program, when it had just been him by himself after he had left that awful place. It had been easier to roam, feeling nothing but emptiness rather than having his heart be filled with foreign feelings that terrified him all too much.

He huffed and turned on his side, before going completely still when he heard soft footsteps padding towards him, a strange mechanical whirring (that strangely he's come to expect) accompanying them. The footsteps and the whirring stop a foot away from him before he felt said person get down on their knee's at his side and gently prod at him.

"Atem," Yugi whispered, "I know you're not asleep. You snore worse than Jounouchi ever could."

Atem's eyes flew open and his cheeks burned a bright and rosy red. He sat up quickly and looked at the smiling face of his best friend who was currently trying his very best to not laugh, and Atem could feel his traitor heart start beating a little faster at the sight.

"You know, that's not very nice." He said calmly in an effort to hide how flustered he truly was at the moment.

"Yeah," Yugi agreed and tried to muffle his laughter into his gloved hands, his amethyst eyes twinkling with mischief, "But the chance to see the look on your face was too good to pass up."

Atem rolled his eyes, "Rude."

Yugi merely smiled teasingly in response before he stood up and wiped the invisible dirt off of his shorts and...whatever they were. He wasn't quite sure what Yugi was wearing, they looked something akin to armor that began from mid thigh and covered the rest of his leg, even his feet. The joints between the armor were covered with a material that looked similar to black spandex and with every movement Yugi made the armor whirred mechanically, though not so loudly that it was annoying.

He must've been staring because Yugi hummed and moved his right leg, the joints whirring a bit louder as he did so. "If you're wondering what they are, they're prosthetic armor."

Atem stared at his legs in sudden alarm, wondering exactly what had happened to Yugi that had caused the loss of his legs. He knew for a fact that that the world was brutal, even without Honkai in the equation, but he hadn't ever expected for someone like Yugi to have experienced the cruelty it displayed. Had it hurt?

Yugi laughed quietly, interrupting Atem's train of thought once more. "They're not actual prosthesis. I don't know why they're called that really, but it's more of leg enhancements I put on. My legs aren't the strongest, so they help stabilize and strengthen them. They also reduce damage too, otherwise I would've broken both of my legs when I took down that Honkai beast."

With the information that Yugi hadn't actually lost any limbs, Atem felt the tension draining from his own. He breathed a sigh of relief under his breath. He didn't know why but the thought of Yugi hurt in any way, be it in the past, present, or future, it bothered him greatly. Well, he did know why, it just wasn't something he really wanted to think too much about yet.

Yugi flicked his head gently to get his attention before holding out his hand for Atem to take, "Come on, do you want to go to the other room? I think we should talk."

It was true that they were probably due for a discussion, especially with Yugi's background coming to light, but he wasn't sure he actually wanted to talk about anything right now. He didn't want to know the answers to the questions he was wondering, if they were as bad as he feared. But with one look at Yugi's pleading smile, something that made his foolish little heart beat a little faster, he relented and grasped the older boy's hand.

Atem stumbled forward slightly and nearly knocked them both over as Yugi pulled him to his feet, surprised by the amount of strength Yugi had used to haul him up. Said boy caught him before he could fall to the ground and carefully steadied him, his hands sturdy as they held him and Atem fought the urge to blush. For as small as Yugi was, even smaller than himself (which was saying something considering Atem was rather short for someone his age), he was surprisingly strong.

Yugi began to gently tug him to the other room, his hand firmly locked around Atem's. They stepped carefully around the sleeping bodies on the floor, Jounouchi being the most difficult obstacle due to what had to be the most uncomfortable way to sleep Atem had ever seen in his life. He was sort of tempted to ask when Jounouchi was awake if he was from a family of contortionists, because that was the only explanation Atem could think of for how he could possible be comfortable like that.

As soon as they had passed their most dangerous obstacle, Yugi lead him to what must've been a bedroom at some point. Now, it was more of a fortified room than anything else. The walls were a pristine hospital white with metal counters attached to the left side of the room. A similar metal closet was nearby, the doors open wide enough that Atem could see that it was not only stocked with emergency supplies but with ammunition and weapons as well. There was a balcony with the curtains pulled aside, only to reveal that the glass doors were barred for safety reasons.

Yugi must've had set himself up in this room a while ago because there was little signs of life in the otherwise lifeless room. A Marshmallon themed sleeping bag was in the left side of the room with stuffed animals around it, puzzles and rubix cubes scattered around the bed haphazardly. On the counters were several packs that Yugi had obviously been using to store their emergency supplies, and cushioned in the corner was Kuriboh 19C, blankets wrapped around it as it let out what sounded remarkably like robotics coos. Despite the room having formerly been a fortified safe room, Yugi had made it into something homely and cozy.

"Sorry," He apologized, "It's a bit messy."

"It's fine." Atem said honestly. It really was, especially compared to the rooms of the other children at the rehabilitation center. That had been it's own special sort of hell, and Atem had found himself steering clear of children his own age for a long time.

There was a heavy silence following his answer, and Atem could feel the awkwardness creeping in like the shadows that followed him in the day. Yugi must've had enough of the thick silence after a few minutes because he leaned against the wall and crossed his arms, one hand gripping a flower shaped charm on his necklace as he spoke.

"So, I'm guessing you're angry with me."

It took a moment for Yugi 's comment to register and Atem frowned as it sunk in. He wasn't sure if angry was what he could describe his feelings right now, after all he didn't think it was possible for him to ever truly become angry with him. Irritated sure, but never angry.

"I'm not angry with you." He decided.

Yugi looked up at him in surprise, "You're not?"

"No, but I am...hurt." Yes, that described the pain he was feeling in his chest at the moment much better, "And I do feel a little betrayed, but I'm going to assume you had your reasons and if you're willing to explain them, I'm willing to listen."

Yugi stopped anxiously twisting his necklace in his hand and his expression turned to that of one so relieved that Atem felt momentarily guilty for making Yugi so nervous in the first place, though he knew it wasn't really him and more of the situation itself that was making both of their nerves on edge. Yugi slid to the ground where a few blankets were situated only to yelp and pull a three-dimensional wooden puzzle out from underneath him. Atem chuckled when Yugi scowled and gently threw the puzzle on his futon nearby before patting the spot next to him.

Atem carefully checked if there was any other puzzles or toys in the spot Yugi had pointed out and once he was sure that he wasn't in danger of sitting on anything as pointy as a rubix cube, he plopped himself right next to his friend. Yugi smiled, something so soft and genuine that he felt himself relax as Yugi gently took hold of his hand again and squeezed gently.

"First of all, I'm really sorry for hurting you. I never meant to, but I still did and I'm sorry for that." Yugi said.

"Thank you," Atem said, "and it's... fine."

"But it's not fine!" Yugi said and gently smacked Atem's shoulder with his free hand, "You of all people don't deserve to be hurt, you're my best friend!"

"Then, it's... not fine?" Atem said carefully and Yugi nodded in agreement, satisfied with his answer.

"But it will be," Atem continued, "If you tell me why you've been so secretive."

Yugi laughed quietly and Atem felt his cheeks warm as a result. Yugi's laugh wasn't like what he read about in the occasional romance novel, like chiming bells and the like, but it was airy and full of life and it made Atem's heart skip a beat every time he heard it.

"Yeah, I'll cut to the point." Yugi said as he grinned sheepishly, "Basically I'm sort of on the run?"

What?

Atem's face must've betrayed his utter shock because Yugi burst into cackling laughter and quickly muffled it into his shoulder as best as he could. "Y-yo-your _face_!" He gasped in between bouts of chuckles.

Atem frowned and poked Yugi's cheek which also happened to be a lot squishier that he thought it would have been, "You know, this is supposed to be a serious conversation."

Yugi batted away his hand and as soon as he could breath again without wheezing, he sighed. "I know, I know," He said, "I am being serious though. I'm looking for someone and I can't exactly be caught by the authorities, since they're kind of wanted..."

"And what I'm doing is sort of illegal. Very illegal on many levels." He added. Atem wasn't too surprised by that, since he himself had done plenty of very illegal things that should've gotten him jailed a long time ago. Though, he hadn't expected their situations to be so similar yet so different at the same time. Yugi had gone on the run willingly to find someone, and Atem had gone on the run without choice or he would face getting stuffed back into a nightmare he didn't want to face. It certainly explained why they got along so well.

"Who are you looking for?" He asked, a bit curious.

"My mama," Yugi answered, almost angrily.

"We used to travel a lot around the world, and we would fight Honkai for the people who weren't able to get the help they needed. As much as Millennium fights against it, they couldn't help everyone and that's why my mama and I would help... I couldn't do much, but my mom could take one out with her bare hands." Yugi laughed and Atem found the thought of Yugi's mother incredibly frightening if she could take out a nine foot tall monster that destroyed entire buses in one stomp, with her bare hands.

"The day after I turned eleven, we went to go check out an abandoned train station that apparently some kids hadn't returned from. It turned out to be infested, and everything went bad. Fast. I remember blacking out, and when I woke up the train station was completely destroyed and my mom was gone. I looked for her for a long time, but there wasn't even a body so I trekked back to the nearest village with our supplies and called the number mom gave me in case anything happened to her...

"It turned out to be Grandpa, and ever since then he's been looking after me and helping me search for mama. Sort of. He's kind of a big believer of learning self-independence, so he kind of just gave me Kuriboh 19C and sent me on my way. He sends me some money every month... It's enough though, even if he is sort of a stingy bastard."

It takes a full minute for the massive amount of information to sink in and Atem to swallow down the anger that threatens to consume his entire being at the very thought of Yugi's situation. Yugi was such an impossibly good person, that it was difficult for him to understand how someone could leave him behind or be irresponsible enough to merely send him money and act if that was enough. Atem nearly let his anger consume him until his heart thudded painfully in his chest when he heard a small sniffle. He squeezed Yugi's hand to assure him that he was here, and he wasn't alone.

"So that's why I've been keeping secrets," Yugi wiped his eyes and smiled, "Though I'm grateful to my Grandpa, and the hag too. If she hadn't disappeared, and if he hadn't told me that Dice City was one of her favorite places to gamble, then I would've never met all of you."

"I'm... I'm grateful to your grandfather as well, because I don't think you know the impact you've had on my life," Atem admitted, "That and I'm sure none of us would be alive right now if you hadn't been here."

Yugi's cheeks turned a very rosy pink and he grinned, "I'm glad I could be there to protect you guys, and I promise I'll continue to do so until we're all out of here!"

"Thank you, I'll do my best to protect you too..!" Atem said, and he meant it. He would do anything to keep Yugi and their friends safe, after all he was becoming rather fond of them, even Jounouchi who had a terrible habit of sneaking food from his lunch.

"So are we friends again?"

Atem chuckled, "Yes, we're friends again."

Yugi smiled so brightly that Atem was sure he would've gone blind if Yugi hadn't pulled him into a hug. He tensed ever so slightly before relaxing into the hug, knowing there was nothing to fear if it was his best friend who was the one hugging him. Atem tightened his grip around Yugi's waist and buried his face into his shoulder, nuzzling him ever so slightly. He couldn't help but melt in Yugi's arms, it felt safe and like home.

Just as he was about to reluctantly pull away, he found that he didn't have a choice as their world crashed down around them in the form of bent metal and falling cement, and Atem screamed as they were abruptly torn apart from one another.


End file.
